Jonathan Collins

About Jonathan Collins

Jonathan M. Collins is Executive Vice President & Chief Financial Officer of Clarivate, having joined in December 2021 after serving as CFO of Dana Incorporated (2016–2021) and ProQuest (2013–2016). He holds an MBA (with distinction) from the University of Michigan’s Ross School of Business and a bachelor’s degree from Cedarville University . As of the 2025 proxy, his age is 45 . Under his tenure, Clarivate’s FY2024 revenue was $2,557M vs. $2,629M in 2023, Adjusted EBITDA was $1,060M vs. $1,117M (42% vs. 43% margin), Adjusted diluted EPS was $0.73 vs. $0.82, and market cap at year-end was ~$3.5B vs. ~$6.2B in 2023 . PSU results for the 2022 grant paid at 50.8% of target after a sub‑25th percentile 3‑year TSR modifier (2022–2024), indicating performance moderation through the cycle .

Past Roles

External Roles

• No public company directorships or external committee roles disclosed for Collins .

Fixed Compensation

Multi-year compensation for Collins (as reported):

Additional structure and outcomes:

• Base salary unchanged at $750,000 in 2023 and 2024 .
• AIP target 100% of base salary in 2023 and 2024 .
• 2024 final AIP payout equaled 65% of target; Collins’ AIP payment was $487,500 .

Performance Compensation

2024 Annual Incentive Plan (AIP) design and results (company-wide metrics; individual modifier not applied to NEOs):

AIP impact for Collins:

• AIP Target: $750,000; Final AIP Payment: $487,500 .

Long-Term Incentives (LTI) and 2024 Grants:

• LTI mix for other NEOs: ~50% PSUs / 50% RSUs .
• 2024 Grants to Collins:
  • RSUs: 177,053 units; grant value $1,249,994 .
  • PSUs (2024–2026 measurement period): 177,053 target units; grant value $1,396,948 .
  • CEO-transition Retention RSUs (time-based): 322,580 units; grant value $1,999,996 .

PSU measurement framework and payout history:

• 2023 and 2024 PSU designs use 3-year Adjusted diluted EPS and Adjusted EBITDA with a 3-year relative TSR modifier vs. S&P 500 .
• 2022 PSU award payout (ended 2024): 63.5% achievement pre-TSR; modified down by 0.8x TSR (<25th percentile) to 50.8% final .

Equity Ownership & Alignment

Beneficial ownership and outstanding awards (as of dates shown):

• Beneficial ownership: 216,658 Clarivate ordinary shares; <1% of outstanding .
• No stock options outstanding; Collins and other NEOs hold RSUs and PSUs (no options granted) .

Outstanding equity at FY2024 year-end (market value at $5.08 close on 12/31/24 per proxy):

Upcoming scheduled vesting (time-based and earned PSU tranche) per proxy schedule:

Alignment policies and status:

• Stock ownership guideline for executive officers: 3x base salary; as of Jan 1, 2025, all have met or are on track .
• Hedging and pledging: prohibited (no collars/forwards; no margin or pledging) .
• Insider trading governance: pre-clearance and quarterly blackout periods for executives .

Implication for selling pressure: Material vesting dates in March and August 2025 (including a large 322,580 retention RSU tranche) may create mechanical supply; however, sales are subject to pre-clearance and blackout policy, and PSUs vest only on performance and (where applicable) change-in-control terms .

Employment Terms

Contract framework and restrictive covenants:

• At-will (U.S.); non-compete and non-solicit for 12 months post-termination (all NEOs) .
• No single-trigger change-in-control cash payments .

Severance economics (Executive Severance Plan):

• Involuntary termination without cause (non‑CIC): 18 months base salary + 1.5x AIP target; up to 18 months benefits; unvested RSUs vest pro rata as if employed for 18 months post-termination; PSUs forfeited .
• Involuntary termination without cause within 12 months following a change in control (double trigger): 24 months base salary + 2x AIP target; up to 24 months benefits; unvested RSUs and PSUs vest in full (PSUs at Board-determined performance) .

Estimated value for Collins (as of 12/31/2024, per proxy table):

• Non‑CIC termination without cause: Severance $2,250,000; Benefits $24,849; RSUs $2,756,733; PSUs $0; Total $5,031,582 .
• CIC double-trigger termination: Severance $3,000,000; Benefits $33,132; RSUs $3,056,545; PSUs $1,898,594; Total $7,988,271 .

Clawback policies:

• Dodd‑Frank compliant restatement recoupment; separate “detrimental conduct” recoupment policy applicable to executives (e.g., reputational harm, covenant breaches) .

Perquisites and benefits:

• Only modest perquisites disclosed (executive physical; proxy sets cap at $5,000) . U.S. executives participate in standard 401(k); no pension/SERP or deferred comp plans disclosed .

Performance & Track Record (context)

Pay-for-performance design and shareholder oversight:

• AIP emphasizes profitability (Adjusted EBITDA 90%) and customer loyalty (NPS-based Voice of Customer 10%) .
• LTI emphasizes multi-year earnings and EBITDA with a relative TSR modifier; 2022 PSU paid ~51% of target after negative TSR modifier .
• Say-on-pay support was ~99% at the 2024 AGM; HRCC kept design largely consistent .
• Compensation peer group includes 17 data/analytics/commercial information peers (e.g., DNB, EFX, FICO, IT, MCO, MSCI, SSNC, TRI, TRU, VRSK, WKL), used for competitive benchmarking .

Compensation Structure Details (FY2024)

Tables above show:

• Cash vs equity mix moved toward equity in 2024 (stock awards rose to $4.65M from $3.42M in 2023), partly due to a one-time retention RSU related to CEO transition .
• No stock options granted (all equity via RSUs and PSUs), which generally reduces risk-taking relative to options .
• AIP payout at 65% reflected under-target profitability performance (62% factor on Adjusted EBITDA) .

Risk Indicators & Red Flags

• No hedging/pledging permitted; quarterly blackout and pre-clearance required .
• No excise tax gross‑ups; no single-trigger CIC; no option repricing .
• Robust recoupment policies (restatement and detrimental conduct) .
• 2022 PSU cycle paid at 50.8% after TSR modifier—performance sensitivity intact .
• No related-party transactions identified for Collins in proxy sections reviewed (not disclosed; skip).

Investment Implications

• Alignment: Heavy mix of at‑risk pay (PSUs/RSUs; AIP tied to profitability and NPS) with strong governance (clawbacks, anti‑hedging/pledging, no repricing) supports shareholder alignment, though reliance on non‑GAAP metrics warrants ongoing scrutiny .
• Retention and selling pressure: Large scheduled vesting (notably 322,580 RSUs on 08/13/2025) could create supply near vest dates; however, pre‑clearance/blackouts and potential 10b5‑1 usage govern trade timing .
• Pay-for-performance: 2024 AIP at 65% and 2022 PSU payout at ~51% show downside sensitivity; future payouts hinge on delivering EPS/EBITDA growth and relative TSR improvements after a year with reduced revenue, EBITDA, and market cap .
• Change-in-control economics: Double-trigger treatment (2x AIP target and 24 months salary; full RSU/PSU acceleration) is market-typical; investors should model dilution/overhang and potential payout magnitude in strategic scenarios .